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Condensed Consolidating Financial Information | 9 Months Ended
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Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of September 30, 2019, the Company's 6.00% Senior Notes, 5.125% Senior Notes, the 5.875% Senior Notes due 2022 and the 5.875% Senior Notes due 2024 were fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Company and certain of its wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”). The following condensed consolidating financial information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the condensed consolidating financial information separately for:
(i) | The GEO Group, Inc., as the issuer of the notes;
(ii) | The Subsidiary Guarantors, on a combined basis, which are 100% owned by The GEO Group, Inc., and which are guarantors of the notes;
(iii) | The Company’s other subsidiaries, on a combined basis, which are not guarantors of the notes (the “Non-Guarantor Subsidiaries”);
(iv) | Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Company, the Subsidiary Guarantors and the Subsidiary Non-Guarantors and (b) eliminate the investments in the Company’s subsidiaries; and
(v) The Company and its subsidiaries on a consolidated basis. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (dollars in thousands) (unaudited)
| For the Three Months Ended September 30, 2019
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 241,389 |  |  | $ | 513,194 |  |  | $ | 69,734 |  |  | $ | (192,738 | ) |  | $ | 631,579 |
Operating expenses | 194,174 |  |  | 412,866 |  |  | 58,211 |  |  | (192,738 | ) |  | 472,513 |
Depreciation and amortization | 7,303 |  |  | 24,352 |  |  | 764 |  |  | — |  |  | 32,419 |
General and administrative expenses | 18,365 |  |  | 24,818 |  |  | 5,305 |  |  | — |  |  | 48,488 |
Operating income | 21,547 |  |  | 51,158 |  |  | 5,454 |  |  | — |  |  | 78,159 |
Interest income | 3,443 |  |  | 2,207 |  |  | 6,022 |  |  | (4,986 | ) |  | 6,686 |
Interest expense | (22,370 | ) |  | (14,382 | ) |  | (4,879 | ) |  | 4,986 |  |  | (36,645 | )
Loss on extinguishment of debt | — |  |  | 594 |  |  | — |  |  | — |  |  | 594 |
Income before income taxes and equity in earnings of affiliates | 2,620 |  |  | 39,577 |  |  | 6,597 |  |  | — |  |  | 48,794 |
Income tax provision | 295 |  |  | 3,006 |  |  | 1,836 |  |  | — |  |  | 5,137 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 2,228 |  |  | — |  |  | 2,228 |
Income before equity in income of consolidated subsidiaries | 2,325 |  |  | 36,571 |  |  | 6,989 |  |  | — |  |  | 45,885 |
Income from consolidated subsidiaries, net of income tax provision | 43,560 |  |  | — |  |  | — |  |  | (43,560 | ) |  | — |
Net income | 45,885 |  |  | 36,571 |  |  | 6,989 |  |  | (43,560 | ) |  | 45,885 |
Net loss attributable to noncontrolling interests | — |  |  | — |  |  | 47 |  |  | — |  |  | 47 |
Net income attributable to The GEO Group, Inc. | $ | 45,885 |  |  | $ | 36,571 |  |  | $ | 7,036 |  |  | $ | (43,560 | ) |  | $ | 45,932 |
Net income | $ | 45,885 |  |  | $ | 36,571 |  |  | $ | 6,989 |  |  | $ | (43,560 | ) |  | $ | 45,885 |
Other comprehensive income (loss), net of tax | (2,777 | ) |  | 42 |  |  | (4,553 | ) |  | — |  |  | (7,288 | )
Total comprehensive income | $ | 43,108 |  |  | $ | 36,613 |  |  | $ | 2,436 |  |  | $ | (43,560 | ) |  | $ | 38,597 |
Comprehensive loss attributable to noncontrolling interests | — |  |  | — |  |  | 62 |  |  | — |  |  | 62 |
Comprehensive income attributable to The GEO Group, Inc. | $ | 43,108 |  |  | $ | 36,613 |  |  | $ | 2,498 |  |  | $ | (43,560 | ) |  | $ | 38,659 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (dollars in thousands) (unaudited)
| For the Three Months Ended September 30, 2018
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 208,607 |  |  | $ | 479,175 |  |  | $ | 65,028 |  |  | $ | (169,280 | ) |  | $ | 583,530 |
Operating expenses | 171,038 |  |  | 379,892 |  |  | 53,156 |  |  | (169,280 | ) |  | 434,806 |
Depreciation and amortization | 6,742 |  |  | 23,621 |  |  | 934 |  |  | — |  |  | 31,297 |
General and administrative expenses | 16,878 |  |  | 25,568 |  |  | 5,201 |  |  | — |  |  | 47,647 |
Operating income | 13,949 |  |  | 50,094 |  |  | 5,737 |  |  | — |  |  | 69,780 |
Interest income | 3,415 |  |  | 1,159 |  |  | 8,660 |  |  | (4,806 | ) |  | 8,428 |
Interest expense | (20,765 | ) |  | (13,714 | ) |  | (8,318 | ) |  | 4,806 |  |  | (37,991 | )
Income (loss) before income taxes and equity in earnings of affiliates | (3,401 | ) |  | 37,539 |  |  | 6,079 |  |  | — |  |  | 40,217 |
Income tax provision | 162 |  |  | 2,446 |  |  | 1,115 |  |  | — |  |  | 3,723 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 2,735 |  |  | — |  |  | 2,735 |
Income (loss) before equity in income of consolidated subsidiaries | (3,563 | ) |  | 35,093 |  |  | 7,699 |  |  | — |  |  | 39,229 |
Income from consolidated subsidiaries, net of income tax provision | 42,792 |  |  | — |  |  | — |  |  | (42,792 | ) |  | — |
Net income | 39,229 |  |  | 35,093 |  |  | 7,699 |  |  | (42,792 | ) |  | 39,229 |
Net loss attributable to noncontrolling interests | — |  |  | — |  |  | 60 |  |  | — |  |  | 60 |
Net income attributable to The GEO Group, Inc. | $ | 39,229 |  |  | $ | 35,093 |  |  | $ | 7,759 |  |  | $ | (42,792 | ) |  | $ | 39,289 |
Net income | $ | 39,229 |  |  | $ | 35,093 |  |  | $ | 7,699 |  |  | $ | (42,792 | ) |  | $ | 39,229 |
Other comprehensive income (loss), net of tax | — |  |  | (761 | ) |  | 194 |  |  | — |  |  | (567 | )
Total comprehensive income | $ | 39,229 |  |  | $ | 34,332 |  |  | $ | 7,893 |  |  | $ | (42,792 | ) |  | $ | 38,662 |
Comprehensive loss attributable to noncontrolling interests | — |  |  | — |  |  | 72 |  |  | — |  |  | 72 |
Comprehensive income attributable to The GEO Group, Inc. | $ | 39,229 |  |  | $ | 34,332 |  |  | $ | 7,965 |  |  | $ | (42,792 | ) |  | $ | 38,734 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (dollars in thousands) (unaudited)
| For the Nine Months Ended September 30, 2019
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 703,310 |  |  | $ | 1,506,490 |  |  | $ | 200,341 |  |  | $ | (553,929 | ) |  | $ | 1,856,212 |
Operating expenses | 555,000 |  |  | 1,217,343 |  |  | 164,264 |  |  | (553,929 | ) |  | 1,382,678 |
Depreciation and amortization | 22,021 |  |  | 72,744 |  |  | 2,475 |  |  | — |  |  | 97,240 |
General and administrative expenses | 53,379 |  |  | 73,599 |  |  | 15,205 |  |  | — |  |  | 142,183 |
Operating income | 72,910 |  |  | 142,804 |  |  | 18,397 |  |  | — |  |  | 234,111 |
Interest income | 10,418 |  |  | 5,722 |  |  | 21,937 |  |  | (14,950 | ) |  | 23,127 |
Interest expense | (68,793 | ) |  | (42,932 | ) |  | (19,082 | ) |  | 14,950 |  |  | (115,857 | )
Loss on extinguishment of debt | (486 | ) |  | (197 | ) |  | (4,464 | ) |  | — |  |  | (5,147 | )
Income before income taxes and equity in earnings of affiliates | 14,049 |  |  | 105,397 |  |  | 16,788 |  |  | — |  |  | 136,234 |
Income tax provision | 823 |  |  | 8,935 |  |  | 4,751 |  |  | — |  |  | 14,509 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 6,645 |  |  | — |  |  | 6,645 |
Income before equity in income of consolidated subsidiaries | 13,226 |  |  | 96,462 |  |  | 18,682 |  |  | — |  |  | 128,370 |
Income from consolidated subsidiaries, net of income tax provision | 115,147 |  |  | — |  |  | — |  |  | (115,147 | ) |  | — |
Net income | 128,373 |  |  | 96,462 |  |  | 18,682 |  |  | (115,147 | ) |  | 128,370 |
Net loss attributable to noncontrolling interests | — |  |  | — |  |  | 181 |  |  | — |  |  | 181 |
Net income attributable to The GEO Group, Inc. | $ | 128,373 |  |  | $ | 96,462 |  |  | $ | 18,863 |  |  | $ | (115,147 | ) |  | $ | 128,551 |
Net income | $ | 128,373 |  |  | $ | 96,462 |  |  | $ | 18,682 |  |  | $ | (115,147 | ) |  | $ | 128,370 |
Other comprehensive income (loss), net of tax | (2,777 | ) |  | (563 | ) |  | 2,959 |  |  | — |  |  | (381 | )
Total comprehensive income | $ | 125,596 |  |  | $ | 95,899 |  |  | $ | 21,641 |  |  | $ | (115,147 | ) |  | $ | 127,989 |
Comprehensive loss attributable to noncontrolling interests | — |  |  | — |  |  | 191 |  |  | — |  |  | 191 |
Comprehensive income attributable to The GEO Group, Inc. | $ | 125,596 |  |  | $ | 95,899 |  |  | $ | 21,832 |  |  | $ | (115,147 | ) |  | $ | 128,180 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (dollars in thousands) (unaudited)
| For the Nine Months Ended September 30, 2018
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues | $ | 606,424 |  |  | $ | 1,412,868 |  |  | $ | 201,090 |  |  | $ | (488,426 | ) |  | $ | 1,731,956 |
Operating expenses | 483,982 |  |  | 1,138,897 |  |  | 164,859 |  |  | (488,426 | ) |  | 1,299,312 |
Depreciation and amortization | 19,766 |  |  | 71,759 |  |  | 3,011 |  |  | — |  |  | 94,536 |
General and administrative expenses | 47,499 |  |  | 73,753 |  |  | 15,675 |  |  | — |  |  | 136,927 |
Operating income | 55,177 |  |  | 128,459 |  |  | 17,545 |  |  | — |  |  | 201,181 |
Interest income | 10,998 |  |  | 4,023 |  |  | 26,951 |  |  | (15,778 | ) |  | 26,194 |
Interest expense | (58,460 | ) |  | (42,133 | ) |  | (25,390 | ) |  | 15,778 |  |  | (110,205 | )
Loss on extinguishment of debt | (574 | ) |  | — |  |  | — |  |  | — |  |  | (574 | )
Income before income taxes and equity in earnings of affiliates | 7,141 |  |  | 90,349 |  |  | 19,106 |  |  | — |  |  | 116,596 |
Income tax provision | 1,055 |  |  | 6,188 |  |  | 4,950 |  |  | — |  |  | 12,193 |
Equity in earnings of affiliates, net of income tax provision | — |  |  | — |  |  | 7,071 |  |  | — |  |  | 7,071 |
Income before equity in income of consolidated subsidiaries | 6,086 |  |  | 84,161 |  |  | 21,227 |  |  | — |  |  | 111,474 |
Income from consolidated subsidiaries, net of income tax provision | 105,388 |  |  | — |  |  | — |  |  | (105,388 | ) |  | — |
Net income | 111,474 |  |  | 84,161 |  |  | 21,227 |  |  | (105,388 | ) |  | 111,474 |
Net loss attributable to noncontrolling interests | — |  |  | — |  |  | 223 |  |  | — |  |  | 223 |
Net income attributable to The GEO Group, Inc. | $ | 111,474 |  |  | $ | 84,161 |  |  | $ | 21,450 |  |  | $ | (105,388 | ) |  | $ | 111,697 |
Net income | $ | 111,474 |  |  | $ | 84,161 |  |  | $ | 21,227 |  |  | $ | (105,388 | ) |  | $ | 111,474 |
Other comprehensive loss, net of tax | — |  |  | (31 | ) |  | (1,332 | ) |  | — |  |  | (1,363 | )
Total comprehensive income | $ | 111,474 |  |  | $ | 84,130 |  |  | $ | 19,895 |  |  | $ | (105,388 | ) |  | $ | 110,111 |
Comprehensive loss attributable to noncontrolling interests | — |  |  | — |  |  | 247 |  |  | — |  |  | 247 |
Comprehensive income attributable to The GEO Group, Inc. | $ | 111,474 |  |  | $ | 84,130 |  |  | $ | 20,142 |  |  | $ | (105,388 | ) |  | $ | 110,358 |
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited)
| As of September 30, 2019
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
ASSETS
Cash and cash equivalents | $ | 26,150 |  |  | $ | 6,364 |  |  | $ | 21,516 |  |  | $ | — |  |  | $ | 54,030 |
Restricted cash and cash equivalents | — |  |  | — |  |  | 33,536 |  |  | — |  |  | 33,536 |
Accounts receivable, less allowance for doubtful accounts | 145,803 |  |  | 189,421 |  |  | 39,641 |  |  | 3,119 |  |  | 377,984 |
Contract receivable, current portion |  |  |  | — |  |  | 8,193 |  |  | — |  |  | 8,193 |
Prepaid expenses and other current assets | 1,235 |  |  | 35,796 |  |  | 8,829 |  |  | (2,004 | ) |  | 43,856 |
Total current assets | 173,188 |  |  | 231,581 |  |  | 111,715 |  |  | 1,115 |  |  | 517,599 |
Restricted Cash and Investments | — |  |  | 26,500 |  |  | 7,228 |  |  | — |  |  | 33,728 |
Property and Equipment, Net | 847,996 |  |  | 1,223,695 |  |  | 83,807 |  |  | — |  |  | 2,155,498 |
Assets Held for Sale | 705 |  |  | 3,056 |  |  | — |  |  | — |  |  | 3,761 |
Contract Receivable | — |  |  | — |  |  | 353,010 |  |  | — |  |  | 353,010 |
Operating Lease Right-of-Use Assets, Net | 23,359 |  |  | 101,652 |  |  | 707 |  |  | — |  |  | 125,718 |
Intercompany Receivable | 976,826 |  |  | 236,081 |  |  | 9,718 |  |  | (1,222,625 | ) |  | — |
Deferred Income Tax Assets | 798 |  |  | 27,928 |  |  | 1,198 |  |  | — |  |  | 29,924 |
Goodwill | — |  |  | 775,954 |  |  | 387 |  |  | — |  |  | 776,341 |
Intangible Assets, Net | — |  |  | 215,112 |  |  | 495 |  |  | — |  |  | 215,607 |
Investment in Subsidiaries | 1,465,543 |  |  | 573,816 |  |  | 2,190 |  |  | (2,041,549 | ) |  | — |
Other Non-Current Assets | 10,445 |  |  | 119,925 |  |  | 19,368 |  |  | (78,045 | ) |  | 71,693 |
Total Assets | $ | 3,498,860 |  |  | $ | 3,535,300 |  |  | $ | 589,823 |  |  | $ | (3,341,104 | ) |  | $ | 4,282,879 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable | $ | 15,451 |  |  | $ | 76,226 |  |  | $ | 4,586 |  |  | $ | — |  |  | $ | 96,263 |
Accrued payroll and related taxes | — |  |  | 40,297 |  |  | 17,477 |  |  | — |  |  | 57,774 |
Accrued expenses and other current liabilities | 41,156 |  |  | 134,948 |  |  | 26,560 |  |  | (308 | ) |  | 202,356 |
Operating lease liabilities, current portion | 5,151 |  |  | 23,282 |  |  | 362 |  |  | — |  |  | 28,795 |
Current portion of finance lease liabilities, long-term debt and non-recourse debt | 8,000 |  |  | 2,560 |  |  | 12,857 |  |  | — |  |  | 23,417 |
Total current liabilities | 69,758 |  |  | 277,313 |  |  | 61,842 |  |  | (308 | ) |  | 408,605 |
Deferred Income Tax Liabilities | — |  |  | — |  |  | 13,681 |  |  | — |  |  | 13,681 |
Intercompany Payable | 108,182 |  |  | 1,094,114 |  |  | 18,906 |  |  | (1,221,202 | ) |  | — |
Other Non-Current Liabilities | 3,677 |  |  | 156,904 |  |  | 5,623 |  |  | (78,045 | ) |  | 88,159 |
Operating lease Liabilities | 18,764 |  |  | 80,162 |  |  | 345 |  |  | — |  |  | 99,271 |
Finance Lease Liabilities | — |  |  | 3,403 |  |  | — |  |  | — |  |  | 3,403 |
Long-Term Debt | 2,290,685 |  |  | — |  |  | 65,039 |  |  | — |  |  | 2,355,724 |
Non-Recourse Debt | — |  |  | — |  |  | 307,032 |  |  | — |  |  | 307,032 |
Commitments & Contingencies and Other |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shareholders' Equity: |  |  |  |  |  |  |  |  |
The GEO Group, Inc. Shareholders' Equity | 1,007,794 |  |  | 1,923,404 |  |  | 118,145 |  |  | (2,041,549 | ) |  | 1,007,794 |
Noncontrolling Interests | — |  |  | — |  |  | (790 | ) |  | — |  |  | (790 | )
Total Shareholders’ Equity | 1,007,794 |  |  | 1,923,404 |  |  | 117,355 |  |  | (2,041,549 | ) |  | 1,007,004 |
Total Liabilities and Shareholders' Equity | $ | 3,498,860 |  |  | $ | 3,535,300 |  |  | $ | 589,823 |  |  | $ | (3,341,104 | ) |  | $ | 4,282,879 |
CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands)
| As of December 31, 2018
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated
ASSETS
Cash and cash equivalents | $ | 4,468 |  |  | $ | 7,873 |  |  | $ | 18,914 |  |  | $ | — |  |  | $ | 31,255 |
Restricted cash and cash equivalents | 2,854 |  |  | — |  |  | 48,824 |  |  | — |  |  | 51,678 |
Accounts receivable, less allowance for doubtful accounts | 190,594 |  |  | 221,957 |  |  | 44,377 |  |  | (11,402 | ) |  | 445,526 |
Contract receivable, current portion | — |  |  | — |  |  | 15,535 |  |  | — |  |  | 15,535 |
Prepaid expenses and other current assets | 2,011 |  |  | 50,482 |  |  | 7,114 |  |  | (1,839 | ) |  | 57,768 |
Total current assets | 199,927 |  |  | 280,312 |  |  | 134,764 |  |  | (13,241 | ) |  | 601,762 |
Restricted Cash and Investments | — |  |  | 21,009 |  |  | 1,422 |  |  | — |  |  | 22,431 |
Property and Equipment, Net | 845,291 |  |  | 1,227,223 |  |  | 86,096 |  |  | — |  |  | 2,158,610 |
Assets Held for Sale | 705 |  |  | 1,929 |  |  | — |  |  | — |  |  | 2,634 |
Contract Receivable | — |  |  | — |  |  | 368,178 |  |  |  |  | 368,178 |
Intercompany Receivable | 990,365 |  |  | 150,710 |  |  | 22,407 |  |  | (1,163,482 | ) |  | — |
Deferred Income Tax Assets | 798 |  |  | 27,928 |  |  | 1,198 |  |  | — |  |  | 29,924 |
Goodwill | — |  |  | 775,955 |  |  | 404 |  |  | — |  |  | 776,359 |
Intangible Assets, Net | — |  |  | 231,787 |  |  | 573 |  |  | — |  |  | 232,360 |
Investment in Subsidiaries | 1,503,841 |  |  | 458,229 |  |  | 2,190 |  |  | (1,964,260 | ) |  | — |
Other Non-Current Assets | 9,541 |  |  | 115,695 |  |  | 19,334 |  |  | (78,710 | ) |  | 65,860 |
Total Assets | $ | 3,550,468 |  |  | $ | 3,290,777 |  |  | $ | 636,566 |  |  | $ | (3,219,693 | ) |  | $ | 4,258,118 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable | $ | 13,566 |  |  | $ | 72,128 |  |  | $ | 7,338 |  |  | $ | — |  |  | $ | 93,032 |
Accrued payroll and related taxes | — |  |  | 56,543 |  |  | 19,466 |  |  | — |  |  | 76,009 |
Accrued expenses and other current liabilities | 23,565 |  |  | 168,231 |  |  | 25,615 |  |  | (13,241 | ) |  | 204,170 |
Current portion of finance lease liabilities, long-term debt and non-recourse debt | 8,000 |  |  | 2,017 |  |  | 322,010 |  |  | — |  |  | 332,027 |
Total current liabilities | 45,131 |  |  | 298,919 |  |  | 374,429 |  |  | (13,241 | ) |  | 705,238 |
Deferred Income Tax Liabilities | — |  |  | — |  |  | 13,681 |  |  | — |  |  | 13,681 |
Intercompany Payable | 142,055 |  |  | 989,856 |  |  | 31,571 |  |  | (1,163,482 | ) |  | — |
Other Non-Current Liabilities | 1,395 |  |  | 152,815 |  |  | 6,981 |  |  | (78,710 | ) |  | 82,481 |
Finance Lease Liabilities | — |  |  | 4,570 |  |  | — |  |  | — |  |  | 4,570 |
Long-Term Debt | 2,321,384 |  |  | — |  |  | 75,843 |  |  | — |  |  | 2,397,227 |
Non-Recourse Debt | — |  |  | — |  |  | 15,017 |  |  | — |  |  | 15,017 |
Commitments & Contingencies and Other |  |  |  |  |  |  |  |  |
Shareholders' Equity: |  |  |  |  |  |  |  |  |
The GEO Group, Inc. Shareholders' Equity | 1,040,503 |  |  | 1,844,617 |  |  | 119,643 |  |  | (1,964,260 | ) |  | 1,040,503 |
Noncontrolling Interests | — |  |  | — |  |  | (599 | ) |  | — |  |  | (599 | )
Total Shareholders’ Equity | 1,040,503 |  |  | 1,844,617 |  |  | 119,044 |  |  | (1,964,260 | ) |  | 1,039,904 |
Total Liabilities and Shareholders' Equity | $ | 3,550,468 |  |  | $ | 3,290,777 |  |  | $ | 636,566 |  |  | $ | (3,219,693 | ) |  | $ | 4,258,118 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
| For the Nine Months Ended September 30, 2019
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Consolidated
Cash Flow from Operating Activities: |  |  |  |  |  |  |
Net cash provided by operating activities | $ | 212,177 |  |  | $ | 55,258 |  |  | $ | 55,523 |  |  | $ | 322,958 |
Cash Flow from Investing Activities: |  |  |  |  |  |  |
Insurance proceeds - damaged property | — |  |  | 17,389 |  |  | — |  |  | 17,389 |
Proceeds from sale of property and equipment | — |  |  | 402 |  |  | — |  |  | 402 |
Proceeds from sale of assets held for sale | — |  |  | 823 |  |  | — |  |  | 823 |
Change in restricted investments | — |  |  | (5,449 | ) |  | — |  |  | (5,449 | )
Capital expenditures | (22,941 | ) |  | (66,723 | ) |  | (1,123 | ) |  | (90,787 | )
Net cash used in investing activities | (22,941 | ) |  | (53,558 | ) |  | (1,123 | ) |  | (77,622 | )
Cash Flow from Financing Activities: |  |  |  |  |  |  |
Proceeds from long-term debt | 274,370 |  |  | — |  |  | — |  |  | 274,370 |
Payments on long-term debt | (310,616 | ) |  | — |  |  | — |  |  | (310,616 | )
Payments on non-recourse debt | — |  |  | — |  |  | (332,717 | ) |  | (332,717 | )
Proceeds from non-recourse debt | — |  |  | — |  |  | 322,906 |  |  | 322,906 |
Taxes paid related to net share settlements of equity awards | (4,177 | ) |  | — |  |  | — |  |  | (4,177 | )
Proceeds from issuance of common stock in connection with ESPP | 400 |  |  | — |  |  | — |  |  | 400 |
Debt issuance costs | (4,656 | ) |  | — |  |  | (5,229 | ) |  | (9,885 | )
Proceeds from stock options exercised | 1,259 |  |  | — |  |  | — |  |  | 1,259 |
Dividends paid | (174,332 | ) |  | — |  |  | — |  |  | (174,332 | )
Net cash used in financing activities | (217,752 | ) |  | — |  |  | (15,040 | ) |  | (232,792 | )
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | — |  |  | — |  |  | (2,063 | ) |  | (2,063 | )
Net (Decrease) Increase in Cash. Cash Equivalents and Restricted Cash and Cash Equivalents | (28,516 | ) |  | 1,700 |  |  | 37,297 |  |  | 10,481 |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period | 54,666 |  |  | 4,823 |  |  | 24,983 |  |  | 84,472 |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period | $ | 26,150 |  |  | $ | 6,523 |  |  | $ | 62,280 |  |  | $ | 94,953 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
| For the Nine Months Ended September 30, 2018
| The GEO Group, Inc. |  | Combined Subsidiary Guarantors |  | Combined Non-Guarantor Subsidiaries |  | Consolidated
Cash Flow from Operating Activities: |  |  |  |  |  |  |
Net cash provided by operating activities | $ | 112,599 |  |  | $ | 70,040 |  |  | $ | 37,584 |  |  | $ | 220,223 |
Cash Flow from Investing Activities: |  |  |  |  |  |  |
Proceeds from sale of property and equipment | — |  |  | — |  |  | 2,061 |  |  | 2,061 |
Proceeds from sale of assets held for sale | — |  |  | 3,797 |  |  |  |  |  | 3,797 |
Insurance proceeds - damaged property | — |  |  | 5,998 |  |  | — |  |  | 5,998 |
Change in restricted investments | — |  |  | (2,413 | ) |  | — |  |  | (2,413 | )
Capital expenditures | (95,461 | ) |  | (64,015 | ) |  | (2,014 | ) |  | (161,490 | )
Net cash (used in) provided by investing activities | (95,461 | ) |  | (56,633 | ) |  | 47 |  |  | (152,047 | )
Cash Flow from Financing Activities: |  |  |  |  |  |  |
Proceeds from long-term debt | 372,000 |  |  | — |  |  | — |  |  | 372,000 |
Payments on long-term debt | (183,000 | ) |  | — |  |  | (3,033 | ) |  | (186,033 | )
Payments on non-recourse debt | — |  |  | — |  |  | (9,636 | ) |  | (9,636 | )
Taxes paid related to net share settlements of equity awards | (4,452 | ) |  | — |  |  | — |  |  | (4,452 | )
Proceeds from issuance of common stock in connection with ESPP | 404 |  |  | — |  |  | — |  |  | 404 |
Debt issuance costs | (990 | ) |  | — |  |  | — |  |  | (990 | )
Proceeds from stock options exercised | 1,781 |  |  | — |  |  | — |  |  | 1,781 |
Payments for repurchases of common stock | (70,446 | ) |  | — |  |  | — |  |  | (70,446 | )
Dividends paid | (172,256 | ) |  | — |  |  | — |  |  | (172,256 | )
Net cash used in financing activities | (56,959 | ) |  | — |  |  | (12,669 | ) |  | (69,628 | )
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | — |  |  | — |  |  | (5,392 | ) |  | (5,392 | )
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | (39,821 | ) |  | 13,407 |  |  | 19,570 |  |  | (6,844 | )
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period | 54,666 |  |  | 4,952 |  |  | 73,927 |  |  | 133,545 |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period | $ | 14,845 |  |  | $ | 18,359 |  |  | $ | 93,497 |  |  | $ | 126,701 |

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